<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1999.
Registration No. 333-____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OPEN MARKET, INC.
--------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 04-3214536
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Wayside Road, Burlington, MA 01803
----------------------------------------
(Address of principal executive offices) (Zip Code)
1996 DIRECTOR OPTION PLAN
-------------------------
(Full title of the Plan)
Gary B. Eichhorn, President and Chief Executive Officer
Open Market, Inc., One Wayside Road, Burlington, MA 01803
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(Name and address of agent for service)
(781) 359-3000
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
---------- ---------- ------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $13.4375 $1,343,750 $374.00
$.001 par value
per share
- ------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on July 29, 1999.
<PAGE>
PART I. STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-06821 filed by the
Registrant on June 26, 1996, relating to the Registrant's 1994 Stock Incentive
Plan, 1996 Employee Stock Purchase Plan and 1996 Director Option Plan.
This Registration Statement includes the following new information:
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Registrant by Hale and Dorr LLP (a
partnership which includes professional corporations), 60 State Street, Boston,
Massachusetts, 02109. Paul Brountas, Assistant Secretary of the Company, is a
partner in the law firm of Hale and Dorr LLP. As of the date of this
Registration Statement, certain partners of Hale and Dorr LLP own in the
aggregate approximately 40,000 shares of the Registrant's Common Stock
distributed to them by H&D Investments II, a partnership comprised of certain
partners of Hale and Dorr LLP.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, Commonwealth of Massachusetts, on this
30th day of July, 1999.
OPEN MARKET, INC.
By: /s/ Gary B. Eichhorn
----------------------------
Gary B. Eichhorn
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Open Market, Inc., hereby
severally constitute and appoint Gary B. Eichhorn, Eric J. Pyenson and John H.
Chory, and each of them singly, our true and lawful attorneys with full power to
any of them, and to each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our name and behalf in our capacities as officers and
directors to enable Open Market, Inc. to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
-3-
<PAGE>
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
/s/ Gary B. Eichhorn President, Chief Executive July 30, 1999
- -------------------------- Officer and Director
Gary B. Eichhorn (Principal Executive Officer)
/s/ Betty J. Savage Chief Financial Officer and July 30, 1999
- -------------------------- Vice President
Betty J. Savage (Principal Financial and
Accounting Officer)
/s/ Gulrez Arshad Director July 29, 1999
- --------------------------
Gulrez Arshad
/s/ Thomas H. Bruggere Director July 30, 1999
- --------------------------
Thomas H. Bruggere
/s/ Shikhar Ghosh Director July 30, 1999
- --------------------------
Shikhar Ghosh
/s/ William S. Kaiser Director July 30, 1999
- --------------------------
William S. Kaiser
/s/ Eugene F. Quinn Director July 30, 1999
- --------------------------
Eugene F. Quinn
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (File No. 333-03340) and incorporated herein by reference)
4.2 Amended and Restated By-Laws of the Registrant (filed as an exhibit to
the Registrant's Registration Statement on Form S-1 (File No.
333-03340) and incorporated herein by reference)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the signature pages of this Registration
Statement)
<PAGE>
Exhibit 5
HALE AND DORR LLP
60 State Street
Boston, MA 02109
July 30, 1999
Open Market, Inc.
One Wayside Road
Burlington, MA 01803
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to an aggregate of 100,000 shares of common stock, $.001
par value per share (the "Shares"), of Open Market, Inc. (the "Company"),
issuable under the Company's 1996 Director Option Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation
and the Amended and Restated By-Laws of the Company, and all amendments thereto,
the Registration Statement and originals, or copies certified to our
satisfaction of such records of meetings, written actions in lieu of meetings,
or resolutions adopted at meetings, of the directors of the Company, and such
other documents and instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of all such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares covered by the Registration Statement to be issued under the Plans have
been duly and validly authorized for issuance and when issued against payment
therefor in accordance with the terms of the Plans, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 2, 1999 included in Open Market, Inc.'s Form 10-K/A for the year ended
December 31, 1998 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 30, 1999
